Common use of RIGHTS TO SET OFF Clause in Contracts

RIGHTS TO SET OFF. Borrower hereby waives any and all rights ----------------- Borrower may have to withhold or set-off against any amount due from or payable by Lender for any claim or payment to which Borrower may be entitled under the Merger Agreement. In the event that the Borrower has a claim for payment against Lender or any Affiliate of Lender, Lender, in its sole discretion, shall have the right to pay such claim by forgiving or canceling, in part or in whole, the outstanding principal amount, accrued interest and any fees due and payable to Lender under this Agreement and the Note.